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LONDON - The Takeover Panel’s Hearings Committee has ruled that Third Point LLC is not required to make a mandatory offer for Third Point Investors Limited (TPIL) under Rule 9 of the Takeover Code, according to a statement published Thursday.
The ruling, dated September 1, 2025, confirms an earlier decision by the Panel Executive that Third Point and its concert parties would not trigger the mandatory offer requirement through a series of proposed transactions involving TPIL.
The Hearings Committee rejected an appeal by a group of TPIL shareholders including Asset Value Investors Limited, Evelyn Partners Investment Management LLP, and Staude Capital Pty Limited, who had argued that Third Point would effectively gain control of the company through the proposed transactions.
At issue was whether Third Point would cross the 30% voting rights threshold that triggers a mandatory offer requirement. The Panel determined that when including all voting shares - both ordinary shares and B shares held by VoteCo - Third Point’s concert party would hold approximately 26.2% of total voting rights following the transactions, below the 30% threshold.
The proposed transactions include TPIL’s acquisition of Malibu Life Reinsurance SPC, a company owned by a Third Point affiliate, in exchange for TPIL shares. The plan also involves TPIL migrating its domicile from Guernsey to the Cayman Islands and implementing a share redemption offer and subscription program.
The Panel also ruled that once TPIL completes its migration to the Cayman Islands, the company will no longer fall under the Takeover Code’s jurisdiction, as the Code only applies to companies registered in the UK, Channel Islands, or Isle of Man.
The ruling confirms that B shares, which carry voting rights but limited economic rights, must be counted when calculating voting control percentages under the Code, even though they cannot vote on certain matters reserved for ordinary shareholders under UK Listing Rules.
The decision is now final as the appeal period has expired without further challenge.
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